Slide Show Presentation

Disclosure

The attached presentation was filed with the Securities and Exchange Commission (“SEC”) as part of the Form 8–K

filed by HAPC, Inc. (“HAPC”) on June 6, 2007. HAPC is holding presentations for its stockholders regarding its

purchase of InfuSystem, Inc. (“InfuSystem”). A copy of the complete presentation is available at the SEC’s website

(http://www.sec.gov). This presentation has been prepared solely by HAPC. Neither

InfuSystem nor its affiliates

(including its parent, I-Flow Corporation) have approved or are responsible for the presentation information.

HAPC and its directors, executive officers, affiliates may be deemed to be participants in the solicitation of proxies for

the special meeting of HAPC’s stockholders to be held to approve this transaction. The directors and officers of

HAPC have interests in the merger, some of which may differ from, or may be in addition to those of the respective

stockholders of HAPC generally.

Stockholders of HAPC and other interested persons are advised to

read, when

available, HAPC’s proxy statement in connection with HAPC’s solicitation of proxies for the special meeting to

approve the acquisition because this proxy statement will contain important information. Such persons can also

read HAPC’s periodic reports filed with the SEC, for more information about HAPC, its officers and directors, and

their interests in the successful consummation of this business combination. Information about the directors and

officers of InfuSystem as well as updated information about the directors and officers of HAPC will be included in

the definitive proxy statement. The definitive proxy statement will be mailed to stockholders as of a record date to

be established for the purpose of convening a special meeting to

vote on this transaction. Stockholders and other

interested persons will also be able to obtain a copy of the definitive proxy statement, and other periodic reports

filed with the SEC, without charge, by visiting the SEC’s Internet site at (http://www.sec.gov).

Safe harbor

This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995, about HAPC, InfuSystem and their combined business after completion of the proposed transaction. Forward-looking

statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and

expectations of HAPC’s management, are subject to risks and uncertainties, which could cause actual results to differ from

the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth

in the forward-looking statements: continuous infusion treatment protocol trends, including factors affecting supply and

demand; labor and personnel relations; healthcare payor reimbursement risks affecting HAPC’s revenue and profitability;

conditions in financial markets that impact HAPC’s ability to obtain capital to finance capital expenditures; changing

interpretations

generally

accepted

accounting

principles;

and

general

economic

conditions,

well

other

relevant

risks

detailed in HAPC’s filings with the SEC, including the final prospectus relating to HAPC’s IPO dated April 11, 2006. The

information set forth herein should be read in light of such risks. HAPC assumes any obligation to update information

contained in this presentation.

This presentation contains disclosures of EBITDA for certain periods, which may be deemed to be non–GAAP financial measures

within the meaning of Regulation G promulgated by the SEC. Management of HAPC believes that EBITDA, or earnings before

interest, taxes, depreciation and amortization are appropriate measures of evaluating operating performance and liquidity,

because they reflect the resources available for strategic opportunities including, among others, investments in the business

and strategic acquisitions. The disclosure of EBITDA may not be comparable to similarly titled measures reported by other

companies. EBITDA should be considered in addition to, and not as a substitute for, or superior to, operating income, cash

flows, revenue, or other measures of financial performance prepared in accordance with generally accepted accounting

principles.

reconciliation

EBITDA

Net

Income

included

the

‘EBITDA

Reconciliation’

page

this

presentation.

Acquisition details

Buyer:

HAPC, Inc. (OTCBB: HAPN, HAPNW, HAPNU)

Target:

InfuSystem, Inc., a leading provider of ambulatory pumps and

services to medical oncologists and their patients in the United

States

Seller:

I-Flow Corporation (NASDAQ: IFLO)

Consideration:

$140 million

(subject to certain working capital adjustments as

set forth in the Stock Purchase Agreement)

Anticipated closing:

Third quarter of 2007

The purchase price will be paid by HAPC in cash or a combination of (i) a secured promissory note (the “Promissory Note”) payable to I-Flow in a principal amount equal to $55

million plus the amount actually paid to HAPC’s stockholders who exercise their conversion rights but not to exceed $75 million (the “Maximum Amount”) and (ii) an amount of

cash purchase price equal to $65 million plus the difference between the Maximum Amount and the actual principal amount of the Promissory Note.

The board of directors recommends a vote FOR each of the following proposals

Proxy proposals for shareholder vote

Proposal 1: The Acquisition

To approve the acquisition by Acquisition Sub of all of the issued and outstanding capital stock of

InfuSystem

pursuant

the

Stock

Purchase

Agreement,

dated

September

29,

2006,

and

among

I-Flow, InfuSystem, HAPC and Acquisition Sub

Proposal 2: The Stock Incentive Plan Proposal

To approve the adoption of the HAPC 2006 Stock Incentive Plan pursuant to which HAPC will reserve up

2,000,000

common

stock

for

issuance

pursuant

the

Plan

Proposal 3: The Amendment to the Certificate of Incorporation Proposal

To approve an amendment to HAPC’s amended and restated certificate of incorporation to change HAPC’s

name from “HAPC, INC.”

to “InfuSystem Holdings, Inc.”

Proposal 4: The election of Directors proposal

To elect the members of HAPC’s

Board of Directors to serve until the 2008 annual stockholders meeting

and until their successors are duly elected and qualified

Proposal 5: The ratification of registered public accounting firm proposal

ratify

the

appointment

Deloitte

Touche

LLP

HAPC’s

registered

public

accounting

firm

for

the

fiscal year ending December

31, 2007

History of Acquisition

InfuSystem Acquisition Timeline and Future Events

09/29/06:

HAPC and I-Flow enter into a stock purchase agreement for all of the issued

and

outstanding capital stock of InfuSystem, Inc.

HAPC will pay I-Flow an aggregate of $140 million, subject to certain working capital adjustments

Consideration will be paid in a combination of cash and a secured promissory note, which will

range

from

$55

$75

depending

the

HAPC

stockholders

who

oppose

the

acquisition

12/7/06:

HAPC files preliminary proxy statement regarding the vote on the

potential InfuSystem acquisition,

adoption of a management stock incentive plan, and a change of name proposal

12/7/06 –

present:

HAPC files several amendments to preliminary proxy statements in

response to comments from SEC

Future Steps

Proxy Vote:

After final proxy statement is distributed, HAPC’s investors vote on acquisition.

Assuming more than 50% of the votes cast in response to the proxy approve the merger and no

more than 20% vote against the merger, the acquisition will be approved

Approval:

InfuSystem becomes a wholly owned subsidiary of HAPC

InfuSystem Overview

Subsidiary of I-Flow (NASDAQ: IFLO)

The leading provider of ambulatory infusion pumps for oncologists and their patients in the

US. Its pumps are currently used primarily for the continuous infusion (CI) of

chemotherapy drugs for patients with colorectal cancer. InfuSystem intends to expand to

other cancer treatment areas.

Simplifies the continuous infusion process: InfuSystem supplies the equipment (pumps and

related disposables supplies) to physicians and their patients while handling the billing and

collection directly from the patients’

insurers

InfuSystem has numerous advantages when compared to other CI providers, namely

It can purchase and lease pumps in bulk, thereby reducing its cost in comparison to competitors

It provides a 24-hour staffed nurse hotline to patients using Infu products

performs

billing

and

administrative

tasks

associated

with

the

pumps

for

physicians

It is the nation’s largest CI company with 60% penetration into oncology offices

Advantages of Continuous Infusion

CI allows for gradual administration of a drug via a small pump over two to seven

days as opposed to the traditional higher dose chemo treatments (bolus treatments)

given over the course of minutes or hours.

CI is an improvement in both efficacy and comfort for patients and is quickly becoming the

preferred treatment

CI benefits payors because it is generally less expensive than hospitalization or home care

In 2004 two major drug companies released drugs used in combination with CI. They have

been marketing the products and increasing physician knowledge and prescriptions of CI

treatment.

In 2003, Medicare reimbursement laws changed so that drug payments were decreased and

payments for services to physicians increased. CI requires multiple services from oncologist,

than

traditional

treatments

and

oral

chemotherapy.

This

provides

economic

incentive for physicians to utilize CI.

Currently

over

120

drug

therapy

clinical

trials

involving

are

being

carried

out

Management team after successful completion of

acquisition

Steve Watkins, CEO

One of the founders of InfuSystem; started the company in 1986

Former VP of Aventric Medical, Inc., a Midwest distributor of high tech equipment

Jan Skonieczny, VP of Operations

Vice President of Operations for InfuSystem for 17 years

Previously served as office manager for Aventric Medical, Inc.;

was promoted to her current position after I-Flow acquired the Company

Tony Norkus, VP of Sales

Vice President of Sales for InfuSystem since 1998

Served as VP of international and domestic sales for all equipment lines at I-Flow

CFO (to be determined)

Active search currently ongoing

Leader in growing market

148,610

estimated new cases of colorectal cancer (“CRC”) in the U.S. in

2006

Introduction of CRC treatment protocols FOLFOX (sanofi-aventis) and

FOLFIRI (Pfizer) in 2004

Continuous infusion regimens are achieving increased acceptance and are

becoming a market standard chemotherapy for CRC

Opportunity to enter growing markets for continuous infusion treatments for

head and neck, lung, pancreatic, gastric, leukemia, non-Hodgkins

lymphoma, and other cancers

American Cancer Society

Competitive Advantages

Regional DME Providers

No significant scale

Limited pump selection

Limited insurance

contracts

Hospital

Other hospitals unlikely to

support competing

hospitals

Limited capital budgets

Home care

Takes revenue from

physician office

More costly for patients

and payors

Less convenient for

patients

Physician owned DME

More time intensive and

costly for physicians

Biomed

On-call

InfuSystem is a leading

national provider of

ambulatory infusion pump

services for the oncology

specialty

Services approximately 60%

of oncology physician offices

and hospital infusion centers

Expansion opportunities

Extend continuous infusion therapies to other cancers

Liver and esophageal cancer are growing parts of InfuSystem’s business

Recent drug approvals for head and neck, lung, pancreatic, gastric, leukemia, non-

Hodgkins

lymphoma, and other cancers

Several new drugs in development

Potential distribution of other products through established medical

oncologist relationships

Opportunity to provide oncological drugs directly to physicians along with

pumps

Untapped international market for continuous infusion treatments

InfuSystem Financial Performance

USD's in millions

12/31/05

12/31/06

Revenues

28.5

31.7

Cost of Sales

7.7

8.5

Gross Profit

20.8

23.3

Gross Margin

72.9%

73.3%

Sales and Marketing

4.3

3.8

General and Administrative

8.4

11.3

Total Operating Costs

12.7

15.1

Operating Income

8.1

8.2

Operating Income Margin

28.3%

25.8%

Interest Expense

0.1

Income Before Taxes

8.0

8.1

Income Tax Provision

2.9

3.1

Net Income

5.1

5.0

Net Income Margin

17.9%

15.8%

D&A

3.3

3.7

EBITDA

11.3

11.9

Stock Based Comp

1.1

0.4

Michigan Sales & Use Tax Accrual

0.2

ProForma Revenue from Transition Service Agreement

0.7

1.1

ProForma EBITDA

13.3

13.6

Year End